Common use of Lender Action Clause in Contracts

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders) shall have the authority to direct the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) with respect to (i) the Loans and (ii) any Collateral, and (ii) any other property of any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent). Each Lender agrees that it shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under any Loan Document against any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or any other property of any Loan Party or any past, present or future Loan Party other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, that, for the avoidance of doubt, this sentence may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders), any Agent or the Borrower (or any of its Affiliates) and each Secured Party expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its Affiliates) in any such action, proceeding or remedial procedure. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facilityor, if applicable, the Required Revolving Credit Facility Lenders) shall have the authority to direct the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) with respect to (i) the Loans and (ii) any Collateral, and (ii) any other property of any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent). Each Lender agrees that it shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under any Loan Document against any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or any other property of any Loan Party or any past, present or future Loan Party other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, that, for the avoidance of doubt, this sentence may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders), any Agent or the Borrower (or any of its Affiliates) and each Secured Party expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its Affiliates) in any such action, proceeding or remedial procedure. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document Each Lender agrees that it shall act collectively through the Administrative Agent (not take or with respect to the Revolving Credit Facilityinstitute any actions or proceedings, the Revolver Agent) judicial or otherwise, for any right or remedy against any Loan Party under any of the Loan 205 Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other than setrights of self-off rights) in each case help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to the any Collateral or any other property of any such Loan Party. Without limiting , without the delegation prior written consent of authority to the Administrative Agent; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent and from exercising on its own behalf the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders) shall have the authority to direct the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents (including c) any Lender from exercising setoff rights in accordance with respect Section 10.10 (subject to alleging the existence terms of Section 2.13), or occurrence of(d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and exercising rights and remedies as a result ofunder the other Loan Documents, any Default or Event of Default) with respect to then (i) the Loans and Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02, (ii) any Collateral, the Required Revolving Facility Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to clause (b) to the first proviso to Section 8.02 and (iiiii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any other property Lender may, with the consent of the Required Lenders, enforce any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the Administrative Agent (or with respect available to the Revolving Credit Facility, the Revolver Agent). Each Lender agrees that it shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under any Loan Document against any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or any other property of any Loan Party or any past, present or future Loan Party other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, that, for the avoidance of doubt, this sentence may be enforced against any Secured Party as authorized by the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders), any Agent or the Borrower (or any of its Affiliates) and each Secured Party expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its Affiliates) in any such action, proceeding or remedial procedure. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions provision of this Section 10.18 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facilityor, if applicable, the Required Revolving Credit Facility Lenders) shall have the authority to direct the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) with respect to (i) the Loans and (ii) any Collateral, and (ii) any other property of any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent). Each Lender agrees that it shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under any Loan Document against any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or any other property of any Loan Party or any past, present or future Loan Party other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, that, for the avoidance of doubt, this sentence may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders), any Agent or the Borrower (or any of its Affiliates) and each Secured Party expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its Affiliates) in any such action, proceeding or remedial procedure. Each Secured PartyLender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.#94164975v6 Exhibit 10.14

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document Each Secured Party shall act collectively through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders) shall have the authority to direct the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) ), and the exercise of rights and remedies with respect to (i) the Loans and Secured Obligations, (ii) any Collateral, and (iiiii) any other property of any Loan Credit Party or any past, present or future Related Party of any Credit Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent). Each Lender Secured Party agrees that it shall not, and hereby expressly and irrevocably waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under or assert any Loan Document other Cause of Action against any Loan Credit Party or any past, presentpresent or future Related Party of any Credit Party (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings or any other Cause of Action, or otherwise commence any remedial procedures, against Holdings and/or any of its Subsidiaries or their respective past, present or future Subsidiary of any Related Parties, in each case concerning this Agreement, the other Loan Party concerning Documents, the Obligations, any Collateral, or any other property of any Loan Credit Party or any past, present or future Loan Related Party of any Credit Party or any Guarantee, other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, provided that, for the avoidance of doubt, this sentence paragraph may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit FacilityLenders, the Required Revolving Credit Lenders), any Agent Agents or the Borrower (or any of its their Affiliates) ), and each Secured Party and each Agent expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its AffiliatesRelated Parties) in any such action, proceeding proceeding, Cause of Action or remedial procedure. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured ObligationsGuarantees, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.[THIS SPACE INTENTIONALLY LEFT BLANK]

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document Each Secured Party shall act collectively through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders) shall have the authority to direct the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) ), and the exercise of rights and remedies with respect to (i) the Loans and Obligations, (ii) any Collateral, and (iiiii) any other property of any Loan Credit Party or any past, present or future Related Party of any Credit Party. Any such rights and remedies arising under the Loan Documents shall not be exercised 214 other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent). Each Lender Secured Party agrees that it shall not, and hereby expressly and irrevocably waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under or assert any Loan Document other Cause of Action against any Loan Credit Party or any past, presentpresent or future Related Party of any Credit Party (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings or any other Cause of Action, or otherwise commence any remedial procedures, against Holdings and/or any of its Subsidiaries or their respective past, present or future Subsidiary of any Related Parties, in each case concerning this Agreement, the other Loan Party concerning Documents, the Obligations, any Collateral, or any other property of any Loan Credit Party or any past, present or future Loan Related Party of any Credit Party or any Guarantee, other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, provided that, for the avoidance of doubt, this sentence paragraph may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit FacilityLenders, the Required Revolving Credit Lenders), any Agent Agents or the Borrower (or any of its their Affiliates) ), and each Secured Party and each Agent expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its AffiliatesRelated Parties) in any such action, proceeding proceeding, Cause of Action or remedial procedure. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured ObligationsGuarantees, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.[THIS SPACE INTENTIONALLY LEFT BLANK]

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the applicable Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facilityor, if applicable, the Required Revolving Credit Facility Lenders) shall have the authority to direct the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) with respect to (i) the Loans and (ii) any Collateral, and (ii) any other property of any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent). Each Lender agrees that it shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under any Loan Document against any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or any other property of any Loan Party or any past, present or future Loan Party other than through the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, that, for the avoidance of doubt, this sentence may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders), any Agent or the Borrower (or any of its Affiliates) and each Secured Party expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its Affiliates) in any such action, proceeding or remedial procedure. Each Secured PartyLender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facilityor, if applicable, the Required Revolving Credit Facility Lenders) shall have the authority to direct the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) with respect to (i) the Loans and (ii) any Collateral, and (ii) any other property of any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent). Each Lender agrees that it shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under any Loan Document against any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or any other property of any Loan Party or any past, present or future Loan Party other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, that, for the avoidance of doubt, this sentence may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders), any Agent or the Borrower (or any of its Affiliates) and each Secured Party expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its Affiliates) in any such action, proceeding or remedial procedure. Each Secured PartyLender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facilityor, if applicable, the Required Revolving Credit Facility Lenders) shall have the authority to direct the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) with respect to (i) the Loans and (ii) any Collateral, and (ii) any other property of any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent). Each Lender agrees that it shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under any Loan Document against any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or any other property of any Loan Party or any past, present or future Loan Party other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, that, for the avoidance of doubt, this sentence may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders), any Agent or the Borrower (or any of its Affiliates) and each Secured Party expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its Affiliates) in any such action, proceeding or remedial procedure. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the applicable Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facilityor, if applicable, the Required Revolving Credit Facility Lenders) shall have the authority to direct the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) with respect to (i) the Loans and (ii) any Collateral, and (ii) any other property of any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent). Each Lender agrees that it shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under any Loan Document against any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or any other property of any Loan Party or any past, present or future Loan Party other than through the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, that, for the avoidance of doubt, this sentence may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders), any Agent or the Borrower (or any of its Affiliates) and each Secured Party expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its Affiliates) in any such action, proceeding or remedial procedure. Each Secured PartyLender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.10.19

Lender Action. The Lenders and each Each Lender agrees that, except with the written consent of the Administrative Agent, it will not take any enforcement action hereunder or under any other holder Loan Document (including the exercise of an Obligation any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), accelerate the Obligations under any Loan Document, or exercise any right that it might otherwise have under applicable law or otherwise to credit bid at foreclosure sales, UCC sales, any sale under Section 363 of the Bankruptcy Code or other similar Dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against a Loan Document shall act collectively through Party where a deadline or limitation period is applicable that would, absent such action, bar enforcement of the Administrative Agent (or with respect Obligations held by such Lender, including the filing of proofs of claim in a case under the Bankruptcy Code. Notwithstanding anything to the Revolving Credit Facility, the Revolver Agent) for any right contrary contained herein or remedy against any Loan Party under in any of the other Loan Documents (other than set-off rights) in each case with respect to Documents, the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to Parties, the Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders each Secured Party agree that (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lendersi) no Secured Party shall have any right individually to realize upon any of the authority Collateral or to direct the Administrative Agent (or with respect to the Revolving Credit Facilityenforce any Term Loan Guarantee, the Revolver Agent) with respect to the exercise of it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the other Loan Documents (including with respect to alleging may be exercised solely by the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) with respect to (i) the Loans and (ii) any CollateralAdministrative Agent, and (ii) any other property in the event of any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private Disposition (or with respect including pursuant to Section 363 of the Revolving Credit FacilityBankruptcy Code), (A) the Revolver Administrative Agent). Each Lender agrees that it , as agent for and representative of the Secured Parties, shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwisebe entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such right or remedy under Disposition, to use and apply any Loan Document against of the Obligations as a credit on account of the purchase price for any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or any other property of any Loan Party or any past, present or future Loan Party other than through Collateral payable by the Administrative Agent at such Disposition and (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, that, for the avoidance of doubt, this sentence may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders), any Agent or the Borrower (or any of its AffiliatesB) and each Secured Party expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its Affiliates) in any such action, proceeding or remedial procedure. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to any Lender may be the Revolving Credit Facility, the Revolver Agent) shall not condition purchaser or licensor of any or all of such Collateral at any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan PartyDisposition.

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facilityor, if applicable, the Required Revolving Credit Facility Lenders) shall have the authority to direct the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) with respect to (i) the Loans and (ii) any Collateral, and (ii) any other property of any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent). Each Lender agrees that it shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under any Loan Document against any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or any other property of any Loan Party or any past, present or future Loan Party other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, that, for the avoidance of doubt, this sentence may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders), any Agent or the Borrower (or any of its Affiliates) and each Secured Party expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its Affiliates) in any such action, proceeding or remedial procedure. Each Secured PartyLender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.10.19

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document Each Lender shall act collectively through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the Administrative Agent and the Revolver Agent set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders) shall have the authority to direct the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging 147 |US-DOCS\131811068.10|| the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) ), and the exercise of rights and remedies with respect to (i) the Loans and Secured Obligations, (ii) any Collateral, and (iiiii) any other property of any Loan Party or any past, present or future Related Party of any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent). Each Lender Secured Party agrees that it shall not, and hereby expressly and irrevocably waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under any Loan Document against any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or assert any other property cause of action against any Loan Party or any past, present or future Related Party of any Loan Party (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings or any other cause of action, or otherwise commence any remedial procedures, against Holdings and/or any of its Subsidiaries or their respective past, present or future Related Parties, in each case concerning this Agreement, the other Loan Documents, the Obligations, any Collateral, or any other property of any Credit Party or any past, present or future Related Party of any Credit Party or any Guarantee, other than through the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, provided that, for the avoidance of doubt, this sentence paragraph may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit FacilityLenders, the Required Revolving Credit Lenders), any Agent Agents or the Borrower (or any of its their Affiliates) ), and each Secured Party and each Agent expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its AffiliatesRelated Parties) in any such action, proceeding proceeding, cause of action or remedial procedure. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured ObligationsGuarantees, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Lender Action. The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) for any right or remedy against any Loan Party under any of the Loan Documents (other than set-off rights) in each case with respect to the Collateral or any other property of any Loan Party. Without limiting the delegation of authority to the applicable Administrative Agent and the Revolver Agent Agents set forth herein, only the Required Lenders (or with respect to the Revolving Credit Facilityor, if applicable, the Required Revolving Credit Facility Lenders) shall have the authority to direct the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) with respect to the exercise of rights and remedies hereunder and under the other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default) with respect to (i) the Loans and (ii) any Collateral, and (ii) any other property of any Loan Party. Any such rights and remedies arising under the Loan Documents shall not be exercised other than through the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent)Agents. Each Lender agrees that it shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any such right or remedy under any Loan Document against any Loan Party or any past, present, or future Subsidiary of any Loan Party concerning any Collateral, or any other property of any Loan Party or any past, present or future Loan Party other than through the applicable Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent); provided, that, for the avoidance of doubt, this sentence may be enforced against any Secured Party by the Required Lenders (or with respect to the Revolving Credit Facility, the Required Revolving Credit Lenders), any Agent or the Borrower (or any of its Affiliates) and each Secured Party expressly acknowledge that this sentence shall be available as a defense of the Borrower (or any of its Affiliates) in any such action, proceeding or remedial procedure. Each Secured PartyLender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. Each Lender expressly and irrevocably agrees that it will not hinder or direct the Agent to take any action that will hinder the automatic release of any security interest, Lien or Guarantee provided for by this Section 10.18 (including, without limitation, in connection with any Disposition permitted pursuant to Section 7.05 and including, without limitation, any refusal to release liens, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to documents or effectuate the release of Liens on Collateral, in each case, at the Borrower’s sole cost and expense) and expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Section 10.18 without any obligation or requirement to notify or obtain consent from any Lender (and the Administrative Agent (or with respect to the Revolving Credit Facility, the Revolver Agent) shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders). The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.